Being a self-funded agency, and citing issues like the
increasing need to deal with regulatory matters on an international
level and the complexity added by technological advances in trading
and trading strategies and products, fees are generally proposed to
be increased over the three years following implementation of these
proposals. While fees for both registrants and issuers are proposed
to be increased, the increase will represent a 7.9% increase per
year for registrants, as compared to 15.5% for issuers, in an
attempt to continue to bring the balance for the two groups closer
For example, the annual corporate finance participation fee for
issuers in the $50 million to under $100 million capitalization
category is slated to increase from the current $5,125 to $5,925
effective April 1, 2013, and then increasing to $6,850 and $7,900
over the following years. The annual capital markets participation
fee for registrants in the $1 million to $3 million (Ontario
revenues) category, for example, is slated to increase from the
current $7,250 to $7,825 effective April 1, 2013, and to $8,400 and
then $9,110 over the following two years.
The method for calculating annual fees is also proposed to be
changed from a model based on projected market capitalization for
issuers, or Ontario revenues for registrants, to one that relies on
historical data. The new model will use market capitalization or
revenue, as applicable, for the most recent fiscal year prior to
May 1, 2012 as a "reference year" for the purpose of
calculating the fees for a three-year cycle.
Activity-based fees are also proposed to generally increase,
including fees for filing a preliminary prospectus ($3,250 to
$3,750), a preliminary prospectus accompanied by a technical report
($2,000 to $2,500), a rights offering circular ($2,000 to $3,750)
and a takeover bid or issuer bid circular ($4,000 to $4,500). With
respect to filing a report of exempt distribution (private
placement) on form 45-106F1 or form
45-501F1, the $500 fee per form is now proposed to apply to all
issuers, including those who pay (or whose investment fund manager
pays) an annual participation fee. Reports of exempt distribution
will also now be subject to their own late-filing fee cap of $5,000
per year, no longer to be aggregated with other late filings for
the purposes of the cap.
Two new categories of fees are also proposed to be added. The
first is for specified regulated entities, such as stock exchanges,
alternative trading systems, clearing agencies and trade
repositories, with fees ranging from $8,750 to $500,000 per year.
The second is for designated rating organizations, being a flat fee
of $15,000 per year.
A number of technical amendments to the rule, companion policy
and forms are also proposed, including changes to the definition of
"unregistered investment fund manager" to exclude
unregistered investment fund managers with no place of business in
Ontario that act for one or more investment funds provided that
none of the managed funds have securityholders resident in Ontario
and neither the investment fund manager nor any of the managed
funds has, at any time after September 27, 2012, actively solicited
residents in Ontario to purchase securities of any of the managed
The current fee structure was established in 2003 and is
re-evaluated every three years. The proposed amendments are open
for a 90 day comment period closing on November 21, 2012.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).